eh1500400_13da3-lifetime.htm

0000950142-15-000587.txt : 20150318 0000950142-15-000587.hdr.sgml : 20150318 20150318163222 ACCESSION NUMBER: 0000950142-15-000587 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150318 DATE AS OF CHANGE: 20150318 GROUP MEMBERS: MARCATO CAPITAL MANAGEMENT LP GROUP MEMBERS: MARCATO II L.P. GROUP MEMBERS: MARCATO INTERNATIONAL MASTER FUND LTD. GROUP MEMBERS: MARCATO L.P. GROUP MEMBERS: RICHARD T. MCGUIRE III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIFE TIME FITNESS, INC. CENTRAL INDEX KEY: 0001076195 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 411689746 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79937 FILM NUMBER: 15710431 BUSINESS ADDRESS: STREET 1: 2902 CORPORATE PLACE CITY: CHANHASSEN STATE: MN ZIP: 55317 BUSINESS PHONE: 952-229-7543 MAIL ADDRESS: STREET 1: 2902 CORPORATE PLACE CITY: CHANHASSEN STATE: MN ZIP: 55317 FORMER COMPANY: FORMER CONFORMED NAME: LIFE TIME FITNESS INC DATE OF NAME CHANGE: 19981231 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARCATO CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001541996 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE MONTGOMERY STREET STREET 2: SUITE 3250 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-796-6352 MAIL ADDRESS: STREET 1: ONE MONTGOMERY STREET STREET 2: SUITE 3250 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: MARCATO CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20120209 SC 13D/A 1 eh1500400_13da3-lifetime.htm AMENDMENT NO. 3 eh1500400_13da3-lifetime.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

Life Time Fitness, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

53217R207

(CUSIP Number)

Neil S. Bhatia, Esq.

Marcato Capital Management LP

One Montgomery Street, Suite 3250

San Francisco, CA 94104

Telephone Number 415-796-6350

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

March 16, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

CUSIP No. 53217R207

SCHEDULE 13D

Page 2 of 10

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Marcato Capital Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON IA

CUSIP No. 53217R207

SCHEDULE 13D

Page 3 of 10

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Richard T. McGuire III
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 53217R207

SCHEDULE 13D

Page 4 of 10

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Marcato, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 53217R207

SCHEDULE 13D

Page 5 of 10

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Marcato II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 53217R207

SCHEDULE 13D

Page 6 of 10

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Marcato International Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 53217R207

SCHEDULE 13D

Page 7 of 10

Item 1.

Security and Issuer.

	This statement constitutes Amendment No. 3 to the Schedule 13D relating to the Common Stock (the “Shares”) of Life Time Fitness, Inc. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on May 21, 2014, as amended by Amendment No. 1 thereto, filed on June 19, 2014, and as further amended by Amendment No. 2 thereto, filed on September 5, 2014 (as amended, the “Initial Schedule 13D”), on behalf of the Reporting Persons (as defined in the Initial Schedule 13D), to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial Schedule 13D.

Item 2.

Identity and Background.

	No material change.

Item 3.	Source and Amount of Funds or Other Consideration.

	No material change.

CUSIP No. 53217R207

SCHEDULE 13D

Page 8 of 10

Item 4.	Purpose of Transaction.

	No material change.

Item 5.	Interest in Securities of the Issuer.

	Item 5 is restated in its entirety as follows:

	(a) - (e)	As of the close of trading on March 16, 2015, (i) Marcato and Mr. McGuire may be deemed to be the beneficial owners of 0 Shares (the “Marcato Shares”), constituting 0.0% of the Shares, (ii) Marcato, L.P. may be deemed to be the beneficial owner of 0 Shares, constituting 0.0% of the Shares, (iii) Marcato II, L.P. may be deemed to be the beneficial owner of 0 Shares, constituting 0.0% of the Shares and (iii) Marcato International Master Fund, Ltd. may be deemed to be the beneficial owner of 0 Shares, constituting 0.0% of the Shares. Marcato, L.P. may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 0 Shares. Marcato II, L.P. may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 0 Shares. Marcato International Master Fund, Ltd. may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 0 Shares. Marcato, as the investment adviser of Marcato, L.P., Marcato II, L.P. and Marcato International Master Fund, Ltd., may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Marcato Shares (as of the close of trading on March 16, 2015, 0 Shares). By virtue of Mr. McGuire's position as the managing partner of Marcato, Mr. McGuire may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Marcato Shares and, therefore, Mr. McGuire may be deemed to be the beneficial owner of the Marcato Shares (as of the close of trading on March 16, 2015, 0 Shares). The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days (or since the Reporting Persons' most recent report, if shorter) are set forth in Exhibit B. Marcato, Mr. McGuire and Marcato International Master Fund, Ltd. ceased to be 5% beneficial owners of the Shares on March 16, 2015. As of the close of trading on March 16, 2015, the Reporting Persons no longer beneficially owned any Shares.

CUSIP No. 53217R207

SCHEDULE 13D

Page 9 of 10

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

	Item 6 of the Initial Schedule 13D is hereby amended to add the following paragraph at the end thereof:

	The Reporting Persons that previously entered into swaps with respect to the Shares, as disclosed on May 21, 2014 in the Initial Schedule 13D, have unwound such swap arrangements.

Item 7.

Material to be Filed as Exhibits.

	Exhibit A: Joint Filing Agreement Exhibit B: Schedule of Transactions in Shares

CUSIP No. 53217R207

SCHEDULE 13D

Page 10 of 10

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		March 18, 2015
		(Date)

		Marcato Capital Management LP*

		By:	/s/ Richard T. McGuire III
			Richard T. McGuire III, Managing Partner

		/s/ Richard T. McGuire III*
		Richard T. McGuire III

Marcato, L.P.

		By:	MCM General Partner LLC, its General Partner

		By:	/s/ Richard T. McGuire III
			Richard T. McGuire III, Authorized Person

Marcato II, L.P.

		By:	MCM General Partner LLC, its General Partner

		By:	/s/ Richard T. McGuire III
			Richard T. McGuire III, Authorized Person

Marcato International Master Fund, Ltd.

		By:	/s/ Richard T. McGuire III
			Richard T. McGuire III, Director

* This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.

EX-99.1 2 eh1500400_ex9901.htm EXHIBIT A eh1500400_ex9901.htm

Exhibit A

AGREEMENT

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of the Issuer named herein, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

		March 18, 2015
		(Date)

		Marcato Capital Management LP*

		By:	/s/ Richard T. McGuire III
			Richard T. McGuire III, Managing Partner

		/s/ Richard T. McGuire III*
		Richard T. McGuire III

Marcato, L.P.

		By:	MCM General Partner LLC, its General Partner

		By:	/s/ Richard T. McGuire III
			Richard T. McGuire III, Authorized Person

Marcato II, L.P.

		By:	MCM General Partner LLC, its General Partner

		By:	/s/ Richard T. McGuire III
			Richard T. McGuire III, Authorized Person

Marcato International Master Fund, Ltd.

		By:	/s/ Richard T. McGuire III
			Richard T. McGuire III, Director

EX-99.2 3 eh1500400_ex9902.htm EXHIBIT B eh1500400_ex9902.htm

Exhibit B

Schedule of Transactions in Shares

The following tables set forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., New York City time, on March 18, 2015. All such transactions were sales of Shares effected in the open market. The tables include commissions paid in per share prices.

Marcato, L.P., Marcato and Richard T. McGuire III

Transaction Date

Transaction

Security

Shares/Options Bought (Sold)

Unit Cost

03/16/2015

Sell

Common Stock

(730,110

)

$70.57

Marcato II, L.P., Marcato and Richard T. McGuire III

Transaction Date

Transaction

Security

Shares/Options Bought (Sold)

Unit Cost

03/16/2015

Sell

Common Stock

(56,127

)

$70.57

Marcato International Master Fund, Ltd., Marcato and Richard T. McGuire III

Transaction Date

Transaction

Security

Shares/Options Bought (Sold)

Unit Cost

03/16/2015

Sell

Common Stock

(2,328,930

)

$70.57